Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40911 | |
Entity Registrant Name | Belpointe PREP, LLC | |
Entity Central Index Key | 0001807046 | |
Entity Tax Identification Number | 84-4412083 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 255 Glenville Road | |
Entity Address, City or Town | Greenwich | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06831 | |
City Area Code | (203) | |
Local Phone Number | 883-1944 | |
Title of 12(b) Security | Class A units | |
Trading Symbol | OZ | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 3,454,449 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 100,000 | |
Common Class M [Member] | ||
Entity Common Stock, Shares Outstanding | 1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Real estate | ||
Land | $ 23,521 | $ 22,116 |
Building and improvements | 16,973 | 16,256 |
Intangible assets | 9,925 | 9,672 |
Real estate under construction | 111,397 | 76,882 |
Total real estate | 161,816 | 124,926 |
Accumulated depreciation and amortization | (1,331) | (629) |
Real estate, net | 160,485 | 124,297 |
Cash and cash equivalents | 139,495 | 192,131 |
Loan receivable from affiliate | 30,000 | |
Loans receivable from third parties | 4,943 | 3,462 |
Subscriptions receivable | 20,295 | |
Other assets | 6,830 | 1,241 |
Total assets | 341,753 | 341,426 |
Liabilities | ||
Debt, net | 10,790 | |
Due to affiliates | 3,780 | 1,544 |
Below-market rent liabilities, net | 1,831 | 2,000 |
Accounts payable | 1,240 | 1,352 |
Accrued expenses and other liabilities | 6,555 | 1,865 |
Total liabilities | 13,406 | 17,551 |
Commitments and contingencies | ||
Members’ Capital | ||
Total members’ capital excluding noncontrolling interests | 325,379 | 323,683 |
Noncontrolling interests | 2,968 | 192 |
Total members’ capital | 328,347 | 323,875 |
Total liabilities and members’ capital | 341,753 | 341,426 |
Class A Units [Member] | ||
Members’ Capital | ||
Total members’ capital excluding noncontrolling interests | 325,379 | 323,683 |
Class B Units [Member] | ||
Members’ Capital | ||
Total members’ capital excluding noncontrolling interests | ||
Class M Units [Member] | ||
Members’ Capital | ||
Total members’ capital excluding noncontrolling interests |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Common Class A [Member] | ||
Common stock authorized unlimited | Unlimited | Unlimited |
Common stock shares, issued | 3,454,449 | 3,382,149 |
Common stock shares, outstanding | 3,454,449 | 3,382,149 |
Common Class B [Member] | ||
Common stock shares, issued | 100,000 | 100,000 |
Common stock shares, outstanding | 100,000 | 100,000 |
Common stock authorized | 100,000 | 100,000 |
Class M Units [Member] | ||
Common stock shares, issued | 1 | 1 |
Common stock shares, outstanding | 1 | 1 |
Common stock authorized | 1 | 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | ||||
Rental revenue | $ 338 | $ 278 | $ 979 | $ 679 |
Total revenue | 338 | 278 | 979 | 679 |
Expenses | ||||
Property expenses | 973 | 148 | 2,804 | 315 |
General and administrative | 794 | 176 | 3,908 | 365 |
Depreciation and amortization expense | 349 | 163 | 899 | 370 |
Total expenses | 2,116 | 487 | 7,611 | 1,050 |
Other income (loss) | ||||
Gain on redemption of equity investment | 251 | 251 | ||
Interest income | 450 | 56 | 1,500 | 56 |
Other income (expense) | (1) | 35 | (27) | (4) |
Total other income (loss) | 449 | 342 | 1,473 | 303 |
(Loss) income before income taxes | (1,329) | 133 | (5,159) | (68) |
Provision for income taxes | (1) | (112) | ||
Net (loss) income | (1,330) | 133 | (5,271) | (68) |
Net loss (income) attributable to noncontrolling interests | 285 | (82) | 324 | (75) |
Net (loss) income attributable to Belpointe PREP, LLC | $ (1,045) | $ 51 | $ (4,947) | $ (143) |
(Loss) income per Class A unit (basic and diluted) | ||||
Net (loss) income per unit | $ (0.30) | $ 0.37 | $ (1.45) | $ (3.06) |
Weighted-average units outstanding | 3,430,090 | 138,362 | 3,400,201 | 46,694 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Members' Capital (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Common Stock [Member] Common Class M [Member] | Total Members (Deficit) Capital Excluding Noncontrolling Interest [Member] | Noncontrolling Interest [Member] |
Balance at Dec. 31, 2020 | $ (102) | $ (102) | $ (102) | |||
Balance, shares at Dec. 31, 2020 | 100 | |||||
Net income (loss) | (135) | $ (128) | (128) | (7) | ||
Balance at Mar. 31, 2021 | (37) | $ (230) | (230) | 193 | ||
Balance, shares at Mar. 31, 2021 | 100 | |||||
Contribution from noncontrolling interest | 200 | 200 | ||||
Balance at Dec. 31, 2020 | (102) | $ (102) | (102) | |||
Balance, shares at Dec. 31, 2020 | 100 | |||||
Net income (loss) | $ (68) | |||||
Issuance of units, shares | 100,000 | |||||
Balance at Sep. 30, 2021 | $ 116,008 | $ 73,769 | 73,769 | 42,239 | ||
Balance, shares at Sep. 30, 2021 | 795,108 | 100,000 | 1 | |||
Balance at Dec. 31, 2020 | (102) | $ (102) | (102) | |||
Balance, shares at Dec. 31, 2020 | 100 | |||||
Balance at Dec. 31, 2021 | 323,875 | $ 323,683 | 323,683 | 192 | ||
Balance, shares at Dec. 31, 2021 | 3,382,149 | 100,000 | 1 | |||
Balance at Mar. 31, 2021 | (37) | $ (230) | (230) | 193 | ||
Balance, shares at Mar. 31, 2021 | 100 | |||||
Net income (loss) | (66) | $ (66) | (66) | |||
Balance at Jun. 30, 2021 | (103) | $ (296) | (296) | 193 | ||
Balance, shares at Jun. 30, 2021 | 100 | |||||
Net income (loss) | 133 | $ 51 | 51 | 82 | ||
Issuance of units | ||||||
Issuance of units, shares | 795,008 | 100,000 | 1 | |||
Balance at Sep. 30, 2021 | $ 116,008 | $ 73,769 | 73,769 | 42,239 | ||
Balance, shares at Sep. 30, 2021 | 795,108 | 100,000 | 1 | |||
Exchange of Belpointe REIT, Inc. shares to Belpointe PREP, LLC Class A Units (Note 1) | 115,978 | $ 74,014 | 74,014 | 41,964 | ||
Exchange of Belpointe REIT, Inc. shares to Belpointe PREP, LLC Class A Units (Note 1), shares | 795,008 | |||||
Balance at Dec. 31, 2021 | 323,875 | $ 323,683 | 323,683 | 192 | ||
Balance, shares at Dec. 31, 2021 | 3,382,149 | 100,000 | 1 | |||
Offering costs | (20) | $ (20) | (20) | |||
Net income (loss) | (2,009) | (2,016) | (2,016) | 7 | ||
Balance at Mar. 31, 2022 | 321,846 | $ 321,647 | 321,647 | 199 | ||
Balance, shares at Mar. 31, 2022 | 3,382,149 | 100,000 | 1 | |||
Balance at Dec. 31, 2021 | 323,875 | $ 323,683 | 323,683 | 192 | ||
Balance, shares at Dec. 31, 2021 | 3,382,149 | 100,000 | 1 | |||
Net income (loss) | $ (5,271) | |||||
Issuance of units, shares | 72,300 | |||||
Balance at Sep. 30, 2022 | $ 328,347 | $ 325,379 | 325,379 | 2,968 | ||
Balance, shares at Sep. 30, 2022 | 3,454,449 | 100,000 | 1 | |||
Balance at Mar. 31, 2022 | 321,846 | $ 321,647 | 321,647 | 199 | ||
Balance, shares at Mar. 31, 2022 | 3,382,149 | 100,000 | 1 | |||
Offering costs | (347) | $ (347) | (347) | |||
Net income (loss) | (1,932) | (1,886) | (1,886) | (46) | ||
Issuance of units | 3,130 | $ 3,130 | 3,130 | |||
Issuance of units, shares | 31,300 | |||||
Acquisition of ownership in CMC Storrs SPV, LLC (Note 4) | 3,100 | 3,100 | ||||
Balance at Jun. 30, 2022 | 325,797 | $ 322,544 | 322,544 | 3,253 | ||
Balance, shares at Jun. 30, 2022 | 3,413,449 | 100,000 | 1 | |||
Offering costs | (220) | $ (220) | (220) | |||
Net income (loss) | (1,330) | (1,045) | (1,045) | (285) | ||
Issuance of units | $ 4,100 | $ 4,100 | 4,100 | |||
Issuance of units, shares | 41,000 | 41,000 | ||||
Balance at Sep. 30, 2022 | $ 328,347 | $ 325,379 | $ 325,379 | $ 2,968 | ||
Balance, shares at Sep. 30, 2022 | 3,454,449 | 100,000 | 1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (5,271) | $ (143) |
Adjustments to net loss | ||
Depreciation and amortization | 899 | 370 |
Accretion of rent-related intangibles and deferred rental revenue | (144) | (76) |
Gain on redemption of equity investment | (251) | |
Decrease in due to affiliates | (375) | (103) |
Decrease in other assets | 183 | 3 |
Decrease in accounts payable | (58) | (8) |
Increase in accrued expenses and other liabilities | 283 | 221 |
Net cash (used in) provided by operating activities | (4,483) | 13 |
Cash flows from investing activities | ||
Funding of loans receivable | (34,955) | (3,462) |
Development of real estate | (26,652) | (4,741) |
Acquisitions of real estate | (6,216) | (27,749) |
Repayment of loan receivable | 3,469 | |
Cash acquired from CMC (Note 4) | 1,492 | |
Other investing activity | (88) | (11) |
Cash acquired from Belpointe REIT, Inc. | 14,251 | |
Net cash used in investing activities | (62,950) | (21,712) |
Cash flows from financing activities | ||
Proceeds from subscriptions receivable | 20,295 | |
Repayment of debt | (10,800) | |
Proceeds from units issued | 7,230 | |
Payment of offering costs | (549) | |
Other financing activities | (189) | |
Short-term loan from affiliate | 39,000 | |
Net cash provided by financing activities | 15,987 | 39,000 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (51,446) | 17,301 |
Cash and cash equivalents and restricted cash, beginning of period | 192,346 | 6,578 |
Cash and cash equivalents and restricted cash, end of period | 140,900 | 23,879 |
Cash paid during the period for interest, net of amount capitalized |
Organization, Business Purpose
Organization, Business Purpose and Capitalization | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Purpose and Capitalization | Note 1 - Organization, Business Purpose and Capitalization Organization and Business Purpose Belpointe PREP, LLC (together with its subsidiaries, the “Company,” “we,” “us,” or “our”) was formed on January 24, 2020 as a Delaware limited liability company. We operate in a manner that allows us to qualify as a partnership for U.S. federal income tax purposes. We are focused on identifying, acquiring, developing or redeveloping and managing commercial real estate located within “qualified opportunity zones.” At least 90% of our assets consist of qualified opportunity zone property, which enables us to be classified as a “qualified opportunity fund” as defined in the U.S. Internal Revenue Code of 1986, as amended (the “Code”). We qualified as a qualified opportunity fund beginning with our taxable year ended December 31, 2020. We commenced principal operations on October 28, 2020. All of our assets are held by, and all of our operations are conducted through, one or more operating companies (each an “Operating Company” and together, our “Operating Companies”), either directly or indirectly through their subsidiaries. We are externally managed by Belpointe PREP Manager, LLC (our “Manager”), an affiliate of our sponsor, Belpointe, LLC (our “Sponsor”). Subject to the oversight of our board of directors (our “Board”), our Manager is responsible for managing our affairs on a day-to-day basis and for identifying and making acquisitions and investments on our behalf. Our Transaction with Belpointe REIT Pursuant to the terms of an Agreement and Plan of Merger, we conducted an offer to exchange (the “Offer”) each outstanding share of common stock (the “Common Stock”) of Belpointe REIT, Inc. (“Belpointe REIT”) for 1.05 of our Class A units, with any fractional Class A units rounded up to the nearest whole unit (the “Transaction Consideration”). The Offer was completed on September 14, 2021. Following the Offer, Belpointe REIT was converted from a corporation into a limited liability company (the “Conversion”). In the Conversion each outstanding share of Common Stock was converted into a limited liability company interest (an “Interest”). Thereafter, the limited liability company was merged with and into our wholly-owned subsidiary (the “Merger”), and each outstanding Interest was converted into the right to receive the Transaction Consideration. The Merger was completed on October 12, 2021. Capitalization We are offering Class A units in our ongoing initial public offering (our “Primary Offering”) directly to investors. Our Primary Offering is a “best efforts” offering and we undertake closings on a rolling basis. We set our Primary Offering price at $ 100.00 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared on the accrual basis of accounting and conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and Article 8 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission. In the opinion of management, all adjustments considered necessary for a fair presentation of our financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The consolidated financial statements as of September 30, 2022, and for the three and nine months ended September 30, 2022 and 2021, are unaudited and may not include year-end adjustments necessary to make them comparable to audited results. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2021, included in our Annual Report on Form 10-K. The operating results for interim periods are not necessarily indicative of operating results for any other interim period or for the entire year. Basis of Consolidation The accompanying unaudited consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portion of members’ capital (deficit) in controlled subsidiaries that are not attributable, directly or indirectly, to us are presented in noncontrolling interests. All significant intercompany accounts and transactions have been eliminated. We have evaluated our economic interest in entities to determine if they are deemed to be variable interest entities (“VIEs”) and whether the entities should be consolidated. An entity is a VIE if it has any one of the following characteristics: (i) the entity does not have enough equity at risk to finance its activities without additional subordinated financial support; (ii) the at-risk equity holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive voting rights. The distinction between a VIE and other entities is based on the nature and amount of the equity investment and the rights and obligations of the equity investors. Fixed price purchase and renewal options within a lease, as well as certain decision-making rights within a loan or joint-venture agreement, can cause us to consider an entity a VIE. Limited partnerships and other similar entities that operate as a partnership will be considered VIEs unless the limited partners hold substantive kick-out rights or participation rights. Significant judgment is required to determine whether a VIE should be consolidated. We review all agreements and contractual arrangements to determine whether (i) we or another party have any variable interests in an entity, (ii) the entity is considered a VIE, and (iii) which variable interest holder, if any, is the primary beneficiary of the VIE. Determination of the primary beneficiary is based on whether a party (a) has the power to direct the activities that most significantly impact the economic performance of the VIE, and (b) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The following table presents the financial data of the consolidated VIEs included in the consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively (amounts in thousands): Schedule of Variable Interest Entities September 30, 2022 December 31, 2021 (unaudited) Assets Real estate Land $ 9,747 $ 5,127 Building and improvements 10,449 10,226 Intangible assets 7,155 6,731 Real estate under construction 111,020 76,332 Total real estate 138,371 98,416 Accumulated depreciation and amortization (430 ) (35 ) Real estate, net 137,941 98,381 Cash and cash equivalents 125,033 188,608 Loan receivable from affiliate 30,000 — Other assets 5,759 503 Total assets $ 298,733 $ 287,492 Liabilities Debt, net $ — $ 10,790 Due to affiliates 3,001 305 Accounts payable 1,029 1,118 Accrued expenses and other liabilities 5,216 822 Total liabilities $ 9,246 $ 13,035 An interest in a VIE requires reconsideration when an event occurs that was not originally contemplated. At each reporting period we will reassess whether there are any events that require us to reconsider our determination of whether an entity is a VIE and whether it should be consolidated. Emerging Growth Company Status We are an “emerging growth company,” as defined in the Jump Start Our Business Startups Act of 2012 (“JOBS Act”). Under Section 107 of the JOBS Act, emerging growth companies are permitted to use an extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards that have different effective dates for public and private companies. We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company, or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B). By electing to extend the transition period for complying with new or revised accounting standards, these consolidated financial statements may not be comparable to the consolidated financial statements of companies that comply with public company effective dates. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and the accompanying notes. Actual results could materially differ from those estimates. Restricted Cash Restricted cash consists of amounts required to be reserved pursuant to contractual obligations and lender agreements for debt service. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the unaudited consolidated statements of cash flows (amounts in thousands): Schedule of Restricted Cash and Cash Equivalents September 30, 2022 December 31, 2021 (unaudited) Cash and cash equivalents $ 139,495 $ 192,131 Restricted cash (1) 1,405 215 Total cash and cash equivalents and restricted cash $ 140,900 $ 192,346 (1) Restricted cash is included within Other assets on our consolidated balance sheets. Risks and Uncertainties Demand for multifamily and mixed-use rental properties is subject to uncertainty as a result of a number of factors, including, among others, increasing interest rates, higher rates of inflation, ongoing supply chain disruptions and labor shortages, and the continuing impact of COVID-19. The potential effect of these and other factors presents material uncertainty and risk with respect to our future performance and financial results, including the potential to negatively impact our costs of operations, our financing arrangements, the value of our investments, and the laws, regulations, and government and regulatory policies applicable to us. We are closely monitoring the potential impact of these and other factors on all aspects of our business. |
Related Party Arrangements
Related Party Arrangements | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | Note 3 – Related Party Arrangements Our Transaction with Norpointe, LLC On January 3, 2022, through an indirect wholly-owned subsidiary, we provided a commercial mortgage loan in the principal amount of $ 30.0 5.0% On June 28, 2022, for purposes of complying with the qualified opportunity fund requirements, we restructured the Norpointe Loan through BPOZ 1000 First QOZB, LLC (“BPOZ 1000”), an indirect majority-owned subsidiary, whereby BPOZ 1000 provided a commercial mortgage loan in the principal amount of $ 30.0 5.0% Our Relationship with Our Manager and Sponsor Our Manager and its affiliates, including our Sponsor, will receive fees or reimbursements in connection with our Primary Offering and the management of our investments. The following table presents a summary of fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates, including our Sponsor, in accordance with the terms of the relevant agreements (amounts in thousands): Schedule of Non-Cash Activity to Related Party 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (unaudited) (unaudited) (unaudited) (unaudited) Amounts included in the Consolidated Statements of Operations Management fees $ 648 $ 40 $ 1,922 $ 40 Costs incurred by our Manager and its affiliates (1) 462 116 1,456 315 Insurance 102 — 314 — Director compensation 20 — 60 — Costs incurred by the manager and its affiliates $ 1,232 $ 156 $ 3,752 $ 355 Capitalized costs included in the Consolidated Balance Sheets Development fee and reimbursements $ 817 $ 137 $ 3,637 $ 1,719 Insurance (2) 531 — 1,099 — Other capitalized costs $ 1,348 $ 137 $ 4,736 $ 1,719 (1) Includes wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor, which are included in General and administrative expenses on the unaudited Consolidated Statements of Operations. (2) During the three and nine months ended September 30, 2022, we incurred insurance premiums of zero 4.6 1.1 The following table presents a summary of amounts included in Due to affiliates in the consolidated balance sheets (amounts in thousands): Schedule of Due to Related Party September 30, 2022 December 31, 2021 (unaudited) Due to affiliates Development fees $ 2,761 $ — Management fees 648 634 Employee cost sharing and reimbursements (1) 351 852 Director compensation 20 20 Acquisition fee — 38 Due to affiliates $ 3,780 $ 1,544 (1) Includes wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor. Organizational, Primary Offering and Merger Expenses Our Manager and its affiliates, including our Sponsor, will be reimbursed, as described in the following paragraph, for organizational and offering expenses incurred in connection with our organization and Primary Offering and for expenses incurred in connection with our exchange offer and second-step merger to acquire all of the issued and outstanding shares of common stock of Belpointe REIT, Inc. (collectively, the “Transaction”). We became liable to reimburse our Manager and its affiliates, including our Sponsor, when the first closing was held in connection with our Primary Offering, which occurred in October 2021. There were no organization or Primary Offering expenses incurred by our Manager and its affiliates during the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2021, our Manager and its affiliates, including our Sponsor, incurred organization and Primary Offering expenses of $ 0.1 0.6 0.1 0.2 Other Operating Expenses Pursuant to a management agreement by and among the Company, our Operating Companies and our Manager (the “Management Agreement”), we reimburse our Manager, Sponsor and their respective affiliates for actual expenses incurred on our behalf in connection with the selection, acquisition or origination of investments, whether or not we ultimately acquire or originate an investment. We also reimburse our Manager, Sponsor and their respective affiliates for out-of-pocket expenses paid to third parties in connection with providing services to us. Pursuant to an employee and cost sharing agreement by and among the Company, our Operating Companies, our Manager and our Sponsor, we reimburse our Sponsor and our Manager for expenses incurred for our allocable share of the salaries, benefits and overhead of personnel providing services to us. During the three and nine months ended September 30, 2022, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $ 0.4 1.3 0.2 0.5 Management Fee Subject to the oversight of our Board, our Manager is responsible for managing the Company’s affairs on a day-to-day basis and for the origination, selection, evaluation, structuring, acquisition, financing and development of our commercial real estate properties, real estate-related assets, including but not limited to commercial real estate loans, and debt and equity securities issued by other real estate-related companies, as well as private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses. Pursuant to the Management Agreement, we pay our Manager a quarterly management fee in arrears of one-fourth of 0.75% . The management fee is based on our NAV at the end of each quarter, which, no later than the first quarter following the December 31, 2022 year end, and every quarter thereafter, will be announced within approximately 60 days of the last day of each quarter. During the three and nine months ended September 30, 2022, we incurred management fees of $ 0.6 million and $ 1.9 million, respectively, which are included in Property expenses in the unaudited consolidated statements of operations. During both the three and nine months ended September 30, 2021, we incurred management fees of less than $ 0.1 million, which are included in Property expenses in the unaudited consolidated statements of operations. Development Fees and Reimbursements Affiliates of our Sponsor are entitled to receive (i) development fees on each project in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the project, and (ii) reimbursements for their expenses, such as employee compensation and other overhead expenses incurred in connection with the project. On March 29, 2022, we commenced construction on one of our properties located in Sarasota, Florida, and in connection therewith, due to increases in scope of work and construction costs, we revised our construction budget. As a result of the revisions to our construction budget we incurred an additional upfront development fee of $ 1.6 0.5 2.8 2.8 zero During the three and nine months ended September 30, 2022, we incurred employee reimbursement expenditures to our affiliates acting as development managers of $ 0.3 1.0 0.3 0.8 0.1 0.2 0.2 0.3 0.1 0.2 0.1 0.1 0.2 0.4 Acquisition Fees We will pay our Manager, Sponsor, or an affiliate of our Manager or Sponsor, an acquisition fee equal to 1.5% Insurance Certain immediate family members of our Chief Executive Officer have a passive indirect minority beneficial ownership interest in Belpointe Specialty Insurance, LLC (“Belpointe Specialty Insurance”). Belpointe Specialty Insurance has acted as our broker in connection with the placement of insurance coverage for certain of our properties and operations. Belpointe Specialty Insurance earns brokerage commissions related to the brokerage services that it provides to us, which commissions vary, are based on a percentage of the premiums that we pay and are set by the insurer. We have also engaged Belpointe Specialty Insurance to provide us with contract insurance consulting services related to owner-controlled insurance programs, for which we pay an administration fee. During the three and nine months ended September 30, 2022, we obtained insurance coverage and paid premiums in the aggregate amount of zero 4.6 zero 0.4 0.1 0.5 1.1 0.1 0.3 Economic Dependency Under various agreements we have engaged our Manager and its affiliates, including in certain cases our Sponsor, to provide certain services that are essential to the Company, including asset management services, asset acquisition and disposition services, supervision of our Primary Offering and any other offerings we conduct, as well as other administrative responsibilities for the Company, including, without limitation, accounting services and investor relations services. As a result of these relationships, we are dependent upon our Manager and its affiliates, including our Sponsor. In the event that these companies are unable to provide us with the services we have engaged them to provide, we would be required to find alternative service providers. |
Real Estate, Net
Real Estate, Net | 9 Months Ended |
Sep. 30, 2022 | |
Real Estate [Abstract] | |
Real Estate, Net | Real Estate, Net Acquisitions of Real Estate During 2022 On January 7, 2022, through an indirect wholly-owned subsidiary of our Operating Company, we completed the acquisition of a 1.1 0.3 0.1 0.1 0.2 On May 9, 2022, through an indirect wholly-owned subsidiary of our Operating Company, we completed the acquisition of a 0.265 1.5 0.1 1.3 0.1 0.1 On June 28, 2022, through an indirect wholly-owned subsidiary of our Operating Company, we acquired a 70.2% 60 3.8 3.1 Schedule of Real Estate Properties As of June 28, 2022 Assets Real estate Intangible assets $ 424 Real estate under construction 4,633 Total real estate 5,057 Accumulated depreciation and amortization — Real estate, net 5,057 Cash and cash equivalents 87 Other assets (1) 2,105 Total assets $ 7,249 Liabilities Accounts payable $ 363 Accrued expenses and other liabilities 16 Total liabilities $ 379 Amounts attributable to noncontrolling interests (2) $ 3,100 Total net assets $ 3,770 (1) Includes restricted cash of $ 1.4 (2) Represents a non-cash financing activity during the nine months ended September 30, 2022. Depreciation expense was $ 0.2 0.1 0.5 0.1 Real Estate Under Construction The following table provides the activity of our Real estate under construction in the consolidated balance sheets (amounts in thousands): Schedule of Real Estate Under Construction September 30, 2022 December 31, 2021 (unaudited) Beginning balance $ 76,882 $ 15,101 Capitalized costs (1) (2) (3) 29,123 8,991 Land held for development (1) (4) 5,241 48,085 Acquisition of construction in progress (1) — 4,662 Capitalized interest 151 43 $ 111,397 $ 76,882 (1) Includes non-cash investing activity of $ 9.8 1.6 (2) Includes development fees and employee reimbursement expenditures of $ 3.6 2.7 (3) Includes direct and indirect project costs to the construction and development of real estate projects, including but not limited to loan fees, property taxes and insurance, incurred of $ 1.6 0.5 (4) Includes ground lease payments and straight-line rent adjustments incurred of $ 0.6 0.1 |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets And Liabilities | |
Intangible Assets and Liabilities | Note 5 – Intangible Assets and Liabilities Intangible assets and liabilities are summarized as follows (amounts in thousands): Schedule of Intangible Assets and Liabilities September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (unaudited) (unaudited) (unaudited) Finite-Lived Intangible Assets In-place leases $ 3,194 $ (584 ) $ 2,610 $ 2,941 $ (383 ) $ 2,558 Indefinite-Lived Intangible Assets Development rights 5,659 — 5,659 5,659 — 5,659 Ground lease purchase option 1,072 — 1,072 1,072 — 1,072 Total intangible assets $ 9,925 $ (584 ) $ 9,341 $ 9,672 $ (383 ) $ 9,289 Finite-Lived Intangible Liabilities Below-market leases $ (2,159 ) $ 328 $ (1,831 ) $ (2,159 ) $ 159 $ (2,000 ) Total intangible liabilities $ (2,159 ) $ 328 $ (1,831 ) $ (2,159 ) $ 159 $ (2,000 ) In-place lease intangible assets recorded for 2022 acquisitions, noted above, are included in Intangible assets on the unaudited consolidated balance sheet and are being amortized over a weighted average lease term of approximately 10.9 Amortization of in-place lease intangible assets was $ 0.2 0.1 0.4 0.2 Amortization of below-market lease liability was $ 0.1 0.1 0.2 0.1 |
Loans Receivable
Loans Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Loans Receivable | Note 6 – Loans Receivable On January 3, 2022, through an indirect wholly owned subsidiary, we provided a commercial mortgage loan in the principal amount of $ 30.0 5.0% December 31, 2022 “Note 3 – Related Party Arrangements” On February 23, 2022, through an indirect wholly-owned subsidiary, we provided a commercial mortgage loan in the principal amount of $ 5.0 6.0% February 18, 2023 On September 30, 2021, through an indirect wholly-owned subsidiary, we provided a commercial mortgage loan in the principal amount of $ 3.5 12.0% June 27, 2022 0.3 On June 28, 2022, through an indirect majority-owned subsidiary, we provided a commercial mortgage loan in the principal amount of $ 30.0 5.0% June 28, 2023 “Note 3 – Related Party Arrangements” Interest income from the loans receivable was $ 0.4 0.1 1.5 0.1 |
Debt, Net
Debt, Net | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt, Net | Note 7 – Debt, Net Debt, net consisted of one non-recourse mortgage loan held with an unrelated third party (the “Acquisition Loan”), which was guaranteed by our Chief Executive Officer. The Acquisition Loan, including outstanding interest of less than $ 0.1 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 8 – Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between marketplace participants at the measurement date under current market conditions ( i.e. We categorize our financial instruments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities recorded on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: Level 1 – Quoted market prices in active markets for identical assets or liabilities. Level 2 – Significant other observable inputs ( e.g. Level 3 – Valuation generated from model-based techniques that use inputs that are significant and unobservable in the market. These unobservable assumptions reflect estimates of inputs that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow methodologies or similar techniques, which incorporate management’s own estimates of assumptions that market participants would use in pricing the instrument or valuations that require significant management judgment or estimation. The carrying value of our loans receivable totaled $ 34.9 3.5 34.7 3.5 We estimated that our other financial assets and liabilities had fair values that approximated their carrying values as of September 30, 2022 and December 31, 2021. |
Members_ Capital (Deficit)
Members’ Capital (Deficit) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Members’ Capital (Deficit) | Note 9 – Members’ Capital (Deficit) Our Amended and Restated Limited Liability Company Operating Agreement (our “Operating Agreement”) generally authorizes our Board to issue an unlimited number of units and options, rights, warrants and appreciation rights relating to such units for consideration or for no consideration and on the terms and conditions as determined by our Board, in its sole discretion, in most cases without the approval of our members. These additional securities may be used for a variety of purposes, including in future offerings to raise additional capital and acquisitions. Our Operating Agreement currently authorizes the issuance of an unlimited 100,000 one During the three and nine months ended September 30, 2022, we issued 41,000 72,300 795,008 100,000 one 3,454,449 100,000 one 3,382,149 100,000 one As of December 31, 2021, there were 202,952 Class A units Upon payment in full of any consideration payable with respect to the initial issuance of our Class A units, the holder thereof will not be liable for any additional capital contributions to the Company. Holders of Class A units are not entitled to preemptive, redemption or conversion rights. Holders of our Class A units are entitled to one vote per unit on all matters submitted to a vote of our members. Matters must generally be approved by a majority (or, in the case of the election of directors, by a plurality) of the votes entitled to be cast. Holders of our Class A units share ratably in any distributions we make, subject to any statutory or contractual restrictions on distributions and to any restrictions on distributions imposed by the terms of any preferred units we issue. Upon our dissolution, liquidation or winding up, after payment of all amounts required to be paid to creditors and holders of preferred units, if any, holders of our Class A units are entitled to receive our remaining assets available for distribution. Class B units All of our Class B units are currently held by our Manager and were issued on September 14, 2021. Holders of our Class B units are not entitled to preemptive, redemption or conversion rights. Holders of our Class B units are entitled to one vote per unit on all matters submitted to a vote of our members. Matters must generally be approved by a majority (or, in the case of the election of directors, by a plurality) of the votes entitled to be cast. Holders of our Class B units are entitled to share ratably as a class in 5% of any gains recognized by or distributed to the Company or recognized by or distributed from our Operating Companies or any subsidiary or other entity related to the Company, regardless of whether the holders of our Class A units have received a return of their capital. The allocation and distribution rights that the holders of our Class B units are entitled to may not be amended, altered or repealed, and the number of authorized Class B units may not be increased or decreased, without the consent of the holders of our Class B units. In addition, our Manager, or any other holder of our Class B units, will continue to hold the Class B units even if our Manager is no longer our manager. Upon our dissolution, liquidation or winding up, after payment of all amounts required to be paid to creditors and holders of preferred units, if any, holders of Class B units will be entitled to receive any accrual of gains or distributions otherwise distributable pursuant to the terms of the Class B units, regardless of whether the holders of our Class A units have received a return of their capital. Class M unit The Class M unit is currently held by our Manager and was issued on September 14, 2021. The holder of our Class M unit is not entitled to preemptive, redemption or conversion rights. The holder of our Class M unit is entitled to that number of votes equal to the product obtained by multiplying (i) the sum of the aggregate number of outstanding Class A units plus Class B units, by (ii) 10, on matters on which the Class M unit has a vote. Our Manager will continue to hold the Class M unit for so long as it remains our manager. The holder of our Class M unit does not have any right to receive ordinary, special or liquidating distributions. Preferred units Under our Operating Agreement, our Board may from time to time establish and cause us to issue one or more classes or series of preferred units and set the designations, preferences, rights, powers and duties of such classes or series. Subscriptions Receivable Subscriptions receivable consist of units that have been issued with subscriptions that have not yet settled. As of September 30, 2022 and December 31, 2021, there was zero 20.3 Basic and Diluted Loss Per Class A Unit (Unaudited) For the three and nine months ended September 30, 2022, the basic and diluted weighted-average units outstanding were 3,430,090 3,400,201 1.0 4.9 0.30 1.45 For the three and nine months ended September 30, 2021, the basic and diluted weighted-average units outstanding were 138,362 46,694 0.1 0.1 0.37 3.06 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies As of September 30, 2022, we are not subject to any material litigation nor are we aware of any material litigation threatened against us. During the nine months ended September 30, 2022, we entered into a construction management agreement in connection with the redevelopment of one of our commercial real estate properties. As of September 30, 2022, we had an unfunded capital commitment of $ 155.3 4.0 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the unaudited consolidated financial statements were available for issuance require potential adjustment to or disclosure in the unaudited consolidated financial statements and has concluded that all such events or transactions that would require recognition or disclosure have been recognized or disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared on the accrual basis of accounting and conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and Article 8 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission. In the opinion of management, all adjustments considered necessary for a fair presentation of our financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The consolidated financial statements as of September 30, 2022, and for the three and nine months ended September 30, 2022 and 2021, are unaudited and may not include year-end adjustments necessary to make them comparable to audited results. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2021, included in our Annual Report on Form 10-K. The operating results for interim periods are not necessarily indicative of operating results for any other interim period or for the entire year. |
Basis of Consolidation | Basis of Consolidation The accompanying unaudited consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portion of members’ capital (deficit) in controlled subsidiaries that are not attributable, directly or indirectly, to us are presented in noncontrolling interests. All significant intercompany accounts and transactions have been eliminated. We have evaluated our economic interest in entities to determine if they are deemed to be variable interest entities (“VIEs”) and whether the entities should be consolidated. An entity is a VIE if it has any one of the following characteristics: (i) the entity does not have enough equity at risk to finance its activities without additional subordinated financial support; (ii) the at-risk equity holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive voting rights. The distinction between a VIE and other entities is based on the nature and amount of the equity investment and the rights and obligations of the equity investors. Fixed price purchase and renewal options within a lease, as well as certain decision-making rights within a loan or joint-venture agreement, can cause us to consider an entity a VIE. Limited partnerships and other similar entities that operate as a partnership will be considered VIEs unless the limited partners hold substantive kick-out rights or participation rights. Significant judgment is required to determine whether a VIE should be consolidated. We review all agreements and contractual arrangements to determine whether (i) we or another party have any variable interests in an entity, (ii) the entity is considered a VIE, and (iii) which variable interest holder, if any, is the primary beneficiary of the VIE. Determination of the primary beneficiary is based on whether a party (a) has the power to direct the activities that most significantly impact the economic performance of the VIE, and (b) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The following table presents the financial data of the consolidated VIEs included in the consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively (amounts in thousands): Schedule of Variable Interest Entities September 30, 2022 December 31, 2021 (unaudited) Assets Real estate Land $ 9,747 $ 5,127 Building and improvements 10,449 10,226 Intangible assets 7,155 6,731 Real estate under construction 111,020 76,332 Total real estate 138,371 98,416 Accumulated depreciation and amortization (430 ) (35 ) Real estate, net 137,941 98,381 Cash and cash equivalents 125,033 188,608 Loan receivable from affiliate 30,000 — Other assets 5,759 503 Total assets $ 298,733 $ 287,492 Liabilities Debt, net $ — $ 10,790 Due to affiliates 3,001 305 Accounts payable 1,029 1,118 Accrued expenses and other liabilities 5,216 822 Total liabilities $ 9,246 $ 13,035 An interest in a VIE requires reconsideration when an event occurs that was not originally contemplated. At each reporting period we will reassess whether there are any events that require us to reconsider our determination of whether an entity is a VIE and whether it should be consolidated. |
Emerging Growth Company Status | Emerging Growth Company Status We are an “emerging growth company,” as defined in the Jump Start Our Business Startups Act of 2012 (“JOBS Act”). Under Section 107 of the JOBS Act, emerging growth companies are permitted to use an extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards that have different effective dates for public and private companies. We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company, or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B). By electing to extend the transition period for complying with new or revised accounting standards, these consolidated financial statements may not be comparable to the consolidated financial statements of companies that comply with public company effective dates. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and the accompanying notes. Actual results could materially differ from those estimates. |
Restricted Cash | Restricted Cash Restricted cash consists of amounts required to be reserved pursuant to contractual obligations and lender agreements for debt service. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the unaudited consolidated statements of cash flows (amounts in thousands): Schedule of Restricted Cash and Cash Equivalents September 30, 2022 December 31, 2021 (unaudited) Cash and cash equivalents $ 139,495 $ 192,131 Restricted cash (1) 1,405 215 Total cash and cash equivalents and restricted cash $ 140,900 $ 192,346 (1) Restricted cash is included within Other assets on our consolidated balance sheets. |
Risks and Uncertainties | Risks and Uncertainties Demand for multifamily and mixed-use rental properties is subject to uncertainty as a result of a number of factors, including, among others, increasing interest rates, higher rates of inflation, ongoing supply chain disruptions and labor shortages, and the continuing impact of COVID-19. The potential effect of these and other factors presents material uncertainty and risk with respect to our future performance and financial results, including the potential to negatively impact our costs of operations, our financing arrangements, the value of our investments, and the laws, regulations, and government and regulatory policies applicable to us. We are closely monitoring the potential impact of these and other factors on all aspects of our business. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Variable Interest Entities | The following table presents the financial data of the consolidated VIEs included in the consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively (amounts in thousands): Schedule of Variable Interest Entities September 30, 2022 December 31, 2021 (unaudited) Assets Real estate Land $ 9,747 $ 5,127 Building and improvements 10,449 10,226 Intangible assets 7,155 6,731 Real estate under construction 111,020 76,332 Total real estate 138,371 98,416 Accumulated depreciation and amortization (430 ) (35 ) Real estate, net 137,941 98,381 Cash and cash equivalents 125,033 188,608 Loan receivable from affiliate 30,000 — Other assets 5,759 503 Total assets $ 298,733 $ 287,492 Liabilities Debt, net $ — $ 10,790 Due to affiliates 3,001 305 Accounts payable 1,029 1,118 Accrued expenses and other liabilities 5,216 822 Total liabilities $ 9,246 $ 13,035 |
Schedule of Restricted Cash and Cash Equivalents | Restricted cash consists of amounts required to be reserved pursuant to contractual obligations and lender agreements for debt service. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the unaudited consolidated statements of cash flows (amounts in thousands): Schedule of Restricted Cash and Cash Equivalents September 30, 2022 December 31, 2021 (unaudited) Cash and cash equivalents $ 139,495 $ 192,131 Restricted cash (1) 1,405 215 Total cash and cash equivalents and restricted cash $ 140,900 $ 192,346 (1) Restricted cash is included within Other assets on our consolidated balance sheets. |
Related Party Arrangements (Tab
Related Party Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Non-Cash Activity to Related Party | The following table presents a summary of fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates, including our Sponsor, in accordance with the terms of the relevant agreements (amounts in thousands): Schedule of Non-Cash Activity to Related Party 2022 2021 2022 2021 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (unaudited) (unaudited) (unaudited) (unaudited) Amounts included in the Consolidated Statements of Operations Management fees $ 648 $ 40 $ 1,922 $ 40 Costs incurred by our Manager and its affiliates (1) 462 116 1,456 315 Insurance 102 — 314 — Director compensation 20 — 60 — Costs incurred by the manager and its affiliates $ 1,232 $ 156 $ 3,752 $ 355 Capitalized costs included in the Consolidated Balance Sheets Development fee and reimbursements $ 817 $ 137 $ 3,637 $ 1,719 Insurance (2) 531 — 1,099 — Other capitalized costs $ 1,348 $ 137 $ 4,736 $ 1,719 (1) Includes wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor, which are included in General and administrative expenses on the unaudited Consolidated Statements of Operations. (2) During the three and nine months ended September 30, 2022, we incurred insurance premiums of zero 4.6 1.1 |
Schedule of Due to Related Party | The following table presents a summary of amounts included in Due to affiliates in the consolidated balance sheets (amounts in thousands): Schedule of Due to Related Party September 30, 2022 December 31, 2021 (unaudited) Due to affiliates Development fees $ 2,761 $ — Management fees 648 634 Employee cost sharing and reimbursements (1) 351 852 Director compensation 20 20 Acquisition fee — 38 Due to affiliates $ 3,780 $ 1,544 (1) Includes wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor. |
Real Estate, Net (Tables)
Real Estate, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Real Estate [Abstract] | |
Schedule of Real Estate Properties | Schedule of Real Estate Properties As of June 28, 2022 Assets Real estate Intangible assets $ 424 Real estate under construction 4,633 Total real estate 5,057 Accumulated depreciation and amortization — Real estate, net 5,057 Cash and cash equivalents 87 Other assets (1) 2,105 Total assets $ 7,249 Liabilities Accounts payable $ 363 Accrued expenses and other liabilities 16 Total liabilities $ 379 Amounts attributable to noncontrolling interests (2) $ 3,100 Total net assets $ 3,770 (1) Includes restricted cash of $ 1.4 (2) Represents a non-cash financing activity during the nine months ended September 30, 2022. |
Schedule of Real Estate Under Construction | The following table provides the activity of our Real estate under construction in the consolidated balance sheets (amounts in thousands): Schedule of Real Estate Under Construction September 30, 2022 December 31, 2021 (unaudited) Beginning balance $ 76,882 $ 15,101 Capitalized costs (1) (2) (3) 29,123 8,991 Land held for development (1) (4) 5,241 48,085 Acquisition of construction in progress (1) — 4,662 Capitalized interest 151 43 $ 111,397 $ 76,882 (1) Includes non-cash investing activity of $ 9.8 1.6 (2) Includes development fees and employee reimbursement expenditures of $ 3.6 2.7 (3) Includes direct and indirect project costs to the construction and development of real estate projects, including but not limited to loan fees, property taxes and insurance, incurred of $ 1.6 0.5 (4) Includes ground lease payments and straight-line rent adjustments incurred of $ 0.6 0.1 |
Intangible Assets and Liabili_2
Intangible Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets And Liabilities | |
Schedule of Intangible Assets and Liabilities | Intangible assets and liabilities are summarized as follows (amounts in thousands): Schedule of Intangible Assets and Liabilities September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (unaudited) (unaudited) (unaudited) Finite-Lived Intangible Assets In-place leases $ 3,194 $ (584 ) $ 2,610 $ 2,941 $ (383 ) $ 2,558 Indefinite-Lived Intangible Assets Development rights 5,659 — 5,659 5,659 — 5,659 Ground lease purchase option 1,072 — 1,072 1,072 — 1,072 Total intangible assets $ 9,925 $ (584 ) $ 9,341 $ 9,672 $ (383 ) $ 9,289 Finite-Lived Intangible Liabilities Below-market leases $ (2,159 ) $ 328 $ (1,831 ) $ (2,159 ) $ 159 $ (2,000 ) Total intangible liabilities $ (2,159 ) $ 328 $ (1,831 ) $ (2,159 ) $ 159 $ (2,000 ) |
Organization, Business Purpos_2
Organization, Business Purpose and Capitalization (Details Narrative) | Sep. 30, 2022 $ / shares |
Common Class A [Member] | |
Offering price | $ 100 |
Schedule of Variable Interest E
Schedule of Variable Interest Entities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 28, 2022 | Dec. 31, 2021 | |
Real estate | ||||
Land | $ 23,521 | $ 22,116 | ||
Building and improvements | 16,973 | 16,256 | ||
Intangible assets | 9,925 | $ 424 | 9,672 | |
Real estate under construction | 111,397 | 4,633 | 76,882 | |
Total real estate | 161,816 | 5,057 | 124,926 | |
Accumulated depreciation and amortization | (1,331) | (629) | ||
Real estate, net | 160,485 | 5,057 | 124,297 | |
Cash and cash equivalents | 139,495 | 87 | 192,131 | |
Loan receivable from affiliate | 30,000 | |||
Other assets | 6,830 | $ 2,105 | [1] | 1,241 |
Total assets | 341,753 | 341,426 | ||
Liabilities | ||||
Debt, net | 10,790 | |||
Due to affiliates | 3,780 | 1,544 | ||
Accounts payable | 1,240 | 1,352 | ||
Accrued expenses and other liabilities | 6,555 | 1,865 | ||
Total liabilities | 13,406 | 17,551 | ||
Variable Interest Entity [Member] | ||||
Real estate | ||||
Land | 9,747 | 5,127 | ||
Building and improvements | 10,449 | 10,226 | ||
Intangible assets | 7,155 | 6,731 | ||
Real estate under construction | 111,020 | 76,332 | ||
Total real estate | 138,371 | 98,416 | ||
Accumulated depreciation and amortization | (430) | (35) | ||
Real estate, net | 137,941 | 98,381 | ||
Cash and cash equivalents | 125,033 | 188,608 | ||
Loan receivable from affiliate | 30,000 | |||
Other assets | 5,759 | 503 | ||
Total assets | 298,733 | 287,492 | ||
Liabilities | ||||
Debt, net | 10,790 | |||
Due to affiliates | 3,001 | 305 | ||
Accounts payable | 1,029 | 1,118 | ||
Accrued expenses and other liabilities | 5,216 | 822 | ||
Total liabilities | $ 9,246 | $ 13,035 | ||
[1]Includes restricted cash of $ 1.4 |
Schedule of Restricted Cash and
Schedule of Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 28, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 139,495 | $ 87 | $ 192,131 | |
Restricted cash | [1] | 1,405 | 215 | |
Total cash and cash equivalents and restricted cash | $ 140,900 | $ 192,346 | ||
[1]Restricted cash is included within Other assets on our consolidated balance sheets. |
Schedule of Non-Cash Activity t
Schedule of Non-Cash Activity to Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Related Party Transaction [Line Items] | |||||
Costs incurred by the manager and its affiliates | $ 1,232 | $ 156 | $ 3,752 | $ 355 | |
Other capitalized costs | 1,348 | 137 | 4,736 | 1,719 | |
Development Fee And Reimbursements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Other capitalized costs | 817 | 137 | 3,637 | 1,719 | |
Insurance [Member] | |||||
Related Party Transaction [Line Items] | |||||
Other capitalized costs | [1] | 531 | 1,099 | ||
Management Fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Costs incurred by the manager and its affiliates | 648 | 40 | 1,922 | 40 | |
Manager and Affliates [Member] | |||||
Related Party Transaction [Line Items] | |||||
Costs incurred by the manager and its affiliates | [2] | 462 | 116 | 1,456 | 315 |
Insurance [Member] | |||||
Related Party Transaction [Line Items] | |||||
Costs incurred by the manager and its affiliates | 102 | 314 | |||
Director Compensation [Member] | |||||
Related Party Transaction [Line Items] | |||||
Costs incurred by the manager and its affiliates | $ 20 | $ 60 | |||
[1]During the three and nine months ended September 30, 2022, we incurred insurance premiums of zero 4.6 1.1 |
Schedule of Non-Cash Activity_2
Schedule of Non-Cash Activity to Related Party (Details) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Insurance premium | $ 0 | $ 4,600,000 |
Maximum [Member] | ||
Amortization of insurance to real estate | $ 500,000 | $ 1,100,000 |
Schedule of Due to Related Part
Schedule of Due to Related Party (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Due to affiliates | $ 3,780 | $ 1,544 | |
Development Fees [Member] | |||
Due to affiliates | 2,761 | ||
Management Fees [Member] | |||
Due to affiliates | 648 | 634 | |
Employee Cost Sharing And Reimbursements [Member] | |||
Due to affiliates | [1] | 351 | 852 |
Director Compensation [Member] | |||
Due to affiliates | 20 | 20 | |
Acquisition Fee [Member] | |||
Due to affiliates | $ 38 | ||
[1]Includes wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor. |
Related Party Arrangements (Det
Related Party Arrangements (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Mar. 29, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 28, 2022 | Jan. 03, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Asset acquisition, transaction cost | $ 100,000 | $ 200,000 | ||||||
Operating expenses | $ 2,116,000 | 487,000 | $ 7,611,000 | 1,050,000 | ||||
[custom:AssetManagementFee] | 600,000 | 1,900,000 | ||||||
Assets management fees | 100,000 | 100,000 | ||||||
Development costs | 500,000 | 2,800,000 | ||||||
Due to affiliates | 3,780,000 | 3,780,000 | $ 1,544,000 | |||||
General and administrative expense | 794,000 | 176,000 | $ 3,908,000 | 365,000 | ||||
Acquisition fee percentage | 1.50% | |||||||
Real estate insurance | 0 | $ 4,600,000 | ||||||
Insurance commission | 0 | 400,000 | ||||||
Administration fees | 100,000 | |||||||
Amortization of insurance to property expenses | 100,000 | 300,000 | ||||||
Maximum [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amortization of insurance to real estate | 500,000 | 1,100,000 | ||||||
General and Administrative Expense [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
General and administrative expense | 100,000 | 100,000 | 200,000 | 100,000 | ||||
Development Manager [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Development costs | 300,000 | 100,000 | 800,000 | 200,000 | ||||
Reimbursement expense | 300,000 | 200,000 | 1,000,000 | 300,000 | ||||
Upfront Development Fee [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Development costs | $ 1,600,000 | |||||||
Development Fees [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to affiliates | 2,800,000 | 2,800,000 | 0 | |||||
Employee Expense [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to affiliates | 200,000 | $ 200,000 | $ 400,000 | |||||
Management Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Property Management Fee, Percent Fee | 0.75% | |||||||
Norpointe Loan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan principal amount | $ 30,000,000 | $ 30,000,000 | ||||||
Promissory note interest rate | 5% | 5% | ||||||
Manager and Affliates [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating expenses | 400,000 | $ 200,000 | $ 1,300,000 | $ 500,000 | ||||
Manager and Affliates [Member] | IPO [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Primary offering expenses | $ 100,000 | $ 600,000 |
Schedule of Real Estate Propert
Schedule of Real Estate Properties (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 28, 2022 | Dec. 31, 2021 | ||
Real Estate [Abstract] | |||||
Intangible assets | $ 9,925 | $ 424 | $ 9,672 | ||
Real estate under construction | 111,397 | 4,633 | 76,882 | ||
Total real estate | 161,816 | 5,057 | 124,926 | ||
Accumulated depreciation and amortization | (1,331) | (629) | |||
Real estate, net | 160,485 | 5,057 | 124,297 | ||
Cash and cash equivalents | 139,495 | 87 | 192,131 | ||
Other assets | $ 6,830 | 2,105 | [1] | $ 1,241 | |
Total assets | 7,249 | ||||
Accounts payable | 363 | ||||
Accrued expenses and other liabilities | 16 | ||||
Total liabilities | 379 | ||||
Amounts attributable to noncontrolling interests | [2] | 3,100 | |||
Total net assets | $ 3,770 | ||||
[1]Includes restricted cash of $ 1.4 |
Schedule of Real Estate Prope_2
Schedule of Real Estate Properties (Details) (Parenthetical) $ in Millions | Sep. 30, 2022 USD ($) |
Real Estate [Abstract] | |
Restricted cash | $ 1.4 |
Schedule of Real Estate Under C
Schedule of Real Estate Under Construction (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Real Estate [Abstract] | |||
Beginning balance | $ 76,882 | $ 15,101 | |
Capitalized costs | [1],[2],[3] | 29,123 | 8,991 |
Land held for development | [3],[4] | 5,241 | 48,085 |
Acquisition of construction in progress | [3] | 4,662 | |
Capitalized interest | 151 | 43 | |
Ending balance | $ 111,397 | $ 76,882 | |
[1]Includes development fees and employee reimbursement expenditures of $ 3.6 2.7 1.6 0.5 9.8 1.6 0.6 0.1 |
Schedule of Real Estate Under_2
Schedule of Real Estate Under Construction (Details) (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Development fees and employee reimbursement expenditures | $ 3.6 | $ 2.7 |
Direct and indirect project costs | 1.6 | 0.5 |
Ground lease payments | 0.6 | 0.1 |
Real Estate [Member] | ||
Non cash investing activity | $ 9.8 | $ 1.6 |
Real Estate, Net (Details Narra
Real Estate, Net (Details Narrative) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Jun. 28, 2022 USD ($) a | May 09, 2022 USD ($) a | Jan. 07, 2022 USD ($) a | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Area of real estate property | a | 60 | 0.265 | 1.1 | ||||
Variable interest entity, ownership percentage | 70.20% | ||||||
Initial capital contribution | $ 3,800 | ||||||
Depreciation expense | $ 349 | $ 163 | $ 899 | $ 370 | |||
Real Estate [Member] | |||||||
Depreciation expense | $ 200 | $ 100 | $ 500 | $ 100 | |||
CMC JV Partner [Member] | |||||||
Initial capital contribution | $ 3,100 | ||||||
Mansfield Connecticut [Member] | BPOZ 17 Cedar Swamp, LLC [Member] | |||||||
Asset acquisition consideration transferred | $ 300 | ||||||
Asset acquisition consideration real estate transaction costs | 100 | ||||||
Mansfield Connecticut [Member] | BPOZ 17 Cedar Swamp, LLC [Member] | Land [Member] | |||||||
Asset acquisition consideration transferred land | 100 | ||||||
Mansfield Connecticut [Member] | BPOZ 17 Cedar Swamp, LLC [Member] | Building [Member] | |||||||
Asset acquisition consideration transferred building | $ 200 | ||||||
Sarasota Florida [Member] | BPOZ 1702 Ringling, LLC [Member] | |||||||
Asset acquisition consideration transferred | $ 1,500 | ||||||
Asset acquisition consideration real estate transaction costs | 100 | ||||||
Sarasota Florida [Member] | BPOZ 1702 Ringling, LLC [Member] | Land [Member] | |||||||
Asset acquisition consideration transferred land | 1,300 | ||||||
Sarasota Florida [Member] | BPOZ 1702 Ringling, LLC [Member] | Building [Member] | |||||||
Asset acquisition consideration transferred building | 100 | ||||||
Sarasota Florida [Member] | BPOZ 1702 Ringling, LLC [Member] | In Place [Member] | |||||||
Asset acquisition consideration transferred in place | $ 100 |
Schedule of Intangible Assets a
Schedule of Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets, gross | $ 9,925 | $ 9,672 |
Total intangible assets, accumulated amortization | (584) | (383) |
Total intangible assets, Net | 9,341 | 9,289 |
Total intangible liabilities | (2,159) | (2,159) |
Total intangible liabilities accumulated amortization | 328 | 159 |
Total intangible liabilities, net carrying amount | (1,831) | (2,000) |
Development Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, indefinite lived intangible assets | 5,659 | 5,659 |
Accumulated amortization, indefinite lived intangible assets | ||
Net carrying amount, indefinite lived intangible assets | 5,659 | 5,659 |
Ground Lease Purchase Option [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, indefinite lived intangible assets | 1,072 | 1,072 |
Accumulated amortization, indefinite lived intangible assets | ||
Net carrying amount, indefinite lived intangible assets | 1,072 | 1,072 |
In-place Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, finite lived intangible assets | 3,194 | 2,941 |
Accumulated amortization, finite lived intangible assets | (584) | (383) |
Net carrying amount, finite lived intangible assets | 2,610 | 2,558 |
Below Market Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible liabilities | (2,159) | (2,159) |
Total intangible liabilities accumulated amortization | 328 | 159 |
Total intangible liabilities, net carrying amount | $ (1,831) | $ (2,000) |
Intangible Assets and Liabili_3
Intangible Assets and Liabilities (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Acquired finite-lived intangible assets, weighted average useful life | 10 years 10 months 24 days | |||
In-place Leases [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 0.2 | $ 0.1 | $ 0.4 | $ 0.2 |
Below Market Leases [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.1 |
Loans Receivable (Details Narra
Loans Receivable (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Jun. 28, 2022 | Feb. 23, 2022 | Jan. 03, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Interest income on loans receivables | $ 0.4 | $ 0.1 | $ 1.5 | $ 0.1 | ||||
CMC Loan [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Interest rate | 12% | 12% | 12% | |||||
Maturity date | Jun. 27, 2022 | |||||||
Principal loan amount | $ 3.5 | $ 3.5 | $ 3.5 | |||||
Increase/decrease in accrued interest receivable, net | $ 0.3 | |||||||
Visco Loan [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Interest rate | 6% | |||||||
Maturity date | Feb. 18, 2023 | |||||||
Principal loan amount | $ 5 | |||||||
Norpointe Loan [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Principal loan amount | $ 30 | $ 30 | ||||||
Interest rate | 5% | 5% | ||||||
Maturity date | Dec. 31, 2022 | |||||||
Qozb Loan [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Interest rate | 5% | |||||||
Maturity date | Jun. 28, 2023 | |||||||
Principal loan amount | $ 30 |
Debt, Net (Details Narrative)
Debt, Net (Details Narrative) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Debt Disclosure [Abstract] | |
Interest expense | $ 0.1 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Details Narrative) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Loans receivable | $ 34.9 | $ 3.5 |
Estimated fair value of loans receivable | $ 34.7 | $ 3.5 |
Members_ Capital (Deficit) (Det
Members’ Capital (Deficit) (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||
Units issued | 41,000 | 795,008 | 72,300 | 100,000 | |
Weighted average number of shares outstanding basic | 3,430,090 | 138,362 | 3,400,201 | 46,694 | |
Net income loss | $ 1,045 | $ (51) | $ 4,947 | $ 143 | |
Earnings per share basic | $ 0.30 | $ (0.37) | $ 1.45 | $ 3.06 | |
Subscription Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Units issued | 202,952 | ||||
Subscriptions receivable | $ 0 | $ 0 | $ 20,300 | ||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized unlimited | Unlimited | Unlimited | |||
Common stock shares, issued | 3,454,449 | 3,454,449 | 3,382,149 | ||
Common stock shares, outstanding | 3,454,449 | 3,454,449 | 3,382,149 | ||
Weighted average number of shares outstanding basic | 3,430,090 | 138,362 | 3,400,201 | 46,694 | |
Net income loss | $ 1,000 | $ 100 | $ 4,900 | $ 100 | |
Earnings per share basic | $ 300,000 | $ 0.37 | $ 1.45 | $ 3.06 | |
Common Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 100,000 | 100,000 | 100,000 | ||
Common stock shares, issued | 100,000 | 100,000 | 100,000 | ||
Common stock shares, outstanding | 100,000 | 100,000 | 100,000 | ||
Class M Units [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 1 | 1 | 1 | ||
Units issued | 1 | 1 | |||
Common stock shares, issued | 1 | 1 | 1 | ||
Common stock shares, outstanding | 1 | 1 | 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accounts payable | $ 6,555 | $ 1,865 |
Construction Management Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Other commitment | 155,300 | |
Accounts payable | $ 4,000 |